UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A (Amendment Number 1)
(Mark one)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
--------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------------ ----------------------------
Commission File Number 0-13400
----------------------------------------------------------
NTS-PROPERTIES V, a Maryland Limited Partnership
--------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 61-1051452
- -------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10172 Linn Station Road
Louisville, Kentucky 40223
- --------------------------------- --------------------------------------
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number,
including area code (502) 426-4800
- ---------------------------------- --------------------------------------
Not Applicable
------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report
Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO
----- -----
Exhibit Index: See page 21
Total Pages: 22
<PAGE>
TABLE OF CONTENTS
-----------------
Pages
-----
PART I
Item 1. Financial Statements
Balance Sheets and Statement of Partners' Equity
As of June 30, 1999 and December 31, 1998 3
Statements of Operations
For the three months and six months ended
June 30, 1999 and 1998 4
Statements of Cash Flows
For the six months ended June 30, 1999 and 1998 5
Notes To Financial Statements 6-12
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13-19
Item 3. Quantitative and Qualitative Disclosures About Market Risk 20
PART II
1. Legal Proceedings 21
2. Changes in Securities 21
3. Defaults upon Senior Securities 21
4. Submission of Matters to a Vote of Security Holders 21
5. Other Information 21
6. Exhibits and Reports on Form 8-K 21
Signatures 22
- 2-
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
NTS-PROPERTIES V,
-----------------
A Maryland Limited Partnership
------------------------------
BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY
------------------------------------------------
<CAPTION>
As of As of
June 30,1999 December 31, 1998*
------------ -------------------
ASSETS
- ------
<S> <C> <C>
Cash and equivalents $ 3,200,826 $ 4,543,666
Cash and equivalents - restricted 258,310 208,682
Accounts receivable, net of allowance
for doubtful accounts of $4,790
for 1999 and $4,678 for 1998 130,881 77,560
Land, buildings and amenities, net 14,686,418 14,847,989
Asset held for development or sale 1,737,219 1,953,868
Other assets 489,232 409,580
----------- -----------
$20,502,886 $22,041,345
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Mortgages and note payable $11,110,349 $11,450,225
Accounts payable - operations 183,884 116,056
Accounts payable - construction 21,073 47,150
Security deposits 158,071 124,309
Other liabilities 283,630 111,897
----------- -----------
11,757,007 11,849,637
Commitments and Contingencies (Note 10)
Partners' equity 8,745,879 10,191,708
----------- -----------
$20,502,886 $22,041,345
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
Limited General
Partners Partner Total
-------- ------- -----
PARTNERS' EQUITY
<S> <C> <C> <C>
Capital contributions, net of
offering costs $ 30,551,267 $ 100 $ 30,551,367
Net income (loss) - prior years (4,598,435) 67,349 (4,531,086)
Net loss - current year (26,863) (272) (27,135)
Cash distributions declared to
date (16,641,480) (168,177) (16,809,657)
Repurchase of limited
partnership Units (437,610) -- (437,610)
------------ ------------ -------------
Balances at June 30, 1999 $ 8,846,879 $ (101,000) $ 8,745,879
============ ============= =============
*Reference is made to the audited financial statements in the Form 10-K as filed
with the Commission on April 15, 1999.
</TABLE>
-3-
<PAGE>
<TABLE>
NTS-PROPERTIES V,
-----------------
A Maryland Limited Partnership
------------------------------
STATEMENTS OF OPERATIONS
------------------------
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
------------------ -----------------
<S> <C> <C> <C> <C>
Revenues:
Rental Income $ 959,708 $ 1,655,016 $ 1,880,494 $ 3,242,388
Interest and
other income 38,530 10,575 83,025 21,579
----------- ----------- ---------- -----------
998,238 1,665,591 1,963,519 3,263,967
Expenses:
Operating expenses 223,430 283,057 422,637 581,360
Operating
expenses - affiliated 104,667 134,508 238,423 269,494
Write-off of unamortized
building costs 15,067 -- 24,899 --
Amortization of capitalized
leasing costs -- 3,701 3,323 7,404
Interest expense 218,371 419,746 438,902 849,562
Management fees 55,207 97,268 107,574 190,892
Real estate taxes 84,701 122,455 167,237 267,913
Professional and
administrative expenses 55,339 35,234 105,753 65,013
Professional and
administrative
expenses - affiliated 39,604 52,175 85,754 108,659
Depreciation and
amortization 199,396 376,024 396,152 794,359
----------- ----------- ---------- -----------
995,782 1,524,168 1,990,654 3,134,656
----------- ----------- ---------- -----------
Net income (loss) $ 2,456 $ 141,423 $ (27,135) $ 129,311
=========== =========== ============ ===========
Net income (loss)
allocated to the
limited partner $ 2,431 $ 140,009 $ (26,863) $ 128,018
=========== =========== ============ ===========
Net income (loss) per
limited partnership
unit $ .07 $ 4.04 $ (0.80) $ 3.67
=========== =========== ============ ===========
Weighted average number
of limited
partnership units 33,394 34,624 33,533 34,879
=========== =========== ============ ===========
</TABLE>
-4-
<PAGE>
<TABLE>
NTS-PROPERTIES V,
-----------------
A Maryland Limited Partnership
------------------------------
STATEMENTS OF CASH FLOWS
------------------------
<CAPTION>
Six Months Ended
June 30,
1999 1998
-----------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income (loss) $ (27,135) $ 129,311
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Provision for doubtful accounts 4,790 --
Write-off of unamortized building costs 24,899 --
Amortization of capitalized
building costs 3,323 7,404
Depreciation and amortization 396,152 794,359
Changes in assets and liabilities:
Cash and equivalents - restricted (5,128) (264,927)
Accounts receivable (58,111) 26,618
Other assets (90,777) 22,925
Accounts payable - operations 67,828 15,079
Security deposits 33,762 19,540
Other liabilities 171,633 312,966
---------- -----------
Net cash provided by operating
activities 521,236 1,063,275
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and
amenities (34,928) (269,689)
Accounts payable - construction (26,077) --
---------- -----------
Net cash used in investing activities (61,005) (269,689)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Increases in mortgages and notes
payable -- 200,000
Principal payments on mortgages and
notes payable (339,876) (594,255)
Decrease in loan costs -- 11,485
Cash distributions (1,264,925) --
Capital contributions (30,770) --
Repurchase of Limited Partnership
Units (123,000) (177,930)
Cash and equivalents - restricted (44,500) --
---------- -----------
Net cash used in financing
activities (1,803,071) (560,700)
---------- -----------
Net increase (decrease) in cash and
equivalents (1,342,840) 232,886
CASH AND EQUIVALENTS, beginning of
period $ 4,543,666 473,362
---------- -----------
CASH AND EQUIVALENTS, end of period $ 3,200,826 $ 706,248
========== ===========
Interest paid on a cash basis $ 440,180 $ 849,255
========== ===========
</TABLE>
-5-
<PAGE>
NTS-PROPERTIES V,
-----------------
A Maryland Limited Partnership
------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
The financial statements included herein should be read in conjunction with the
Partnership's 1998 Form 10-K as filed with the Commission on April 15, 1999. In
the opinion of the General Partner, all adjustments (only consisting of normal
recurring accruals) necessary for a fair presentation have been made to the
accompanying financial statements for the three months and six months ended June
30, 1999 and 1998.
1. Use of Estimates in the Preparation of Financial Statements
-----------------------------------------------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
2. Concentration of Credit Risk
-----------------------------
NTS-Properties V owns and operates or has a joint venture investment in
commercial properties in Kentucky (Louisville) and Florida (Ft.
Lauderdale). Substantially all of the tenants are local businesses or are
businesses which have operations in the location in which they lease
space. The Partnership also has a joint venture investment in a
residential property in Louisville, Kentucky. The apartment unit is
generally the principal residence of the tenant.
3. Cash and Equivalents - Restricted
---------------------------------
Cash and equivalents - restricted represents 1) funds received for
residential security deposits, 2) funds which have been escrowed with
mortgage companies for property taxes in accordance with the loan
agreements and 3) funds reserved by the Partnership for the repurchase of
limited partnership Units (December 31, 1998 balance only).
4. Interest Repurchase Reserve
---------------------------
Pursuant to Section 16.4 of the Partnership's Amended and Restated
Agreement of Limited Partnership, the Partnership established an Interest
Repurchase Reserve in June 1996. During the years ended December 31, 1998,
1997 and 1996, the Partnership funded $177,930, $0, and $99,900,
respectively, to the Reserve. Through October 25, 1998 (the commencement
date of the first Tender Offer), the Partnership had repurchased a total
of 1,882 Units for $277,830 at a price ranging from $135 to $160 per Unit.
The offering price per Unit was established by the General Partner in its
sole discretion and does not purport to represent the fair market value or
liquidation value of the Units at that date. Repurchased Units are retired
by the Partnership, thus increasing the percentage of ownership of each
remaining limited partner investor. The Interest Repurchase Reserve was
funded from cash reserves. The balance in the Reserve at June 30, 1999 was
$0.
5. Tender Offers
-------------
On June 25, 1999, the Partnership commenced a Tender Offer to purchase
up to 1,000 of the Partnership's limited partnership Units at a price of
$167.50 per Unit. Although the Partnership believes that this price is
appropriate, the price of $167.50 per unit may not equate to the fair
market value or the liquidation value of the Unit as of the offering date.
Approximately
-6-
<PAGE>
5. Tender Offers - continued
-------------------------
$192,500 ($167,500 to purchase 1,000 Units plus approximately $25,000
for expenses associated with administering the offer) is required to
purchase all 1,000 Units. The offer state that the Partnership will
purchase up to the first 1,000 Units tendered and will fund its purchases
and its portion of the expenses from cash reserves. Units acquired by the
Partnership will be retired. The General Partner, NTS-Properties
Associates V, did not participate in the Tender Offer. The Tender Offer
will expire on August 31, 1999 unless extended.
On October 25, 1998, the Partnership and ORIG, LLC, an affiliate of the
Partnership, (the "Offerors") commenced a Tender Offer to purchase up to
1,200 of the Partnership's limited Partnership Units at a price of $205
per Unit as of the date of the Offering. The expiration date of the Offer
was January 11, 1999. A total of 2,458 Units were tendered and all Units
tendered were accepted by the Offerors. The Partnership repurchased 600
Units and ORIG, LLC purchased 1,858 Units at a total cost of $503,890.
6. Mortgages and Note Payable
--------------------------
Mortgages and note payable consist of the following:
June 30, December 31,
1999 1998
--------------- -----------------
Mortgage payable with an insurance
company, bearing interest at a fixed
rate of 8.125%, due August 1, 2008,
secured by land and building $ 3,516,198 $ 3,642,952
Mortgage payable with an insurance
company, bearing interest at a fixed
rate of 8.125%, due August 1, 2008,
secured by land and building 3,268,167 3,385,979
Mortgage payable with an insurance
company, bearing interest at a fixed
rate of 7.2% due January 5, 2013,
secured by land, buildings and amenities 2,708,405 2,768,077
Mortgage payable with an insurance
company, bearing interest at a fixed
rate of 7.2% due January 5, 2013,
secured by land, buildings and amenities 1,617,579 1,653,217
----------- -----------
$ 11,110,349 $ 11,450,225
=========== ===========
Based on the borrowing rates currently available to the Partnership for
mortgages with similar terms, the fair value of long-term debt is
approximately $11,300,000.
7. Basis of Property
-----------------
Statement of Financial Accounting Standards (SFAS) No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of, specifies circumstances in which certain long-lived assets
must be reviewed for impairment. If such review indicates that the
carrying amount of an asset exceeds the sum of its expected future cash
flows, the asset's carrying value must be written down to fair value.
Application of this standard during the periods ended June 30, 1999 and
1998 did not result in an impairment loss.
-7-
<PAGE>
8. Related Party Transactions
--------------------------
Pursuant to an agreement with the Partnership, property management fees of
$55,207 and $97,268 and $107,574 and $190,892 for the three months and six
months ended June 30, 1999 and 1998, respectively, were paid to NTS
Development Company, an affiliate of the General Partner of the
Partnership. The fee is equal to 5% of gross revenues from residential
properties and 6% of gross revenues from commercial properties. Also
pursuant to an agreement, NTS Development Company will receive a repair
and maintenance fee equal to 5.9% of costs incurred which relate to
capital improvements. The Partnership has incurred $7,701 and $2,115 and
$10,922 and $18,505 as a repair and maintenance fee during the three
months and six months ended June 30, 1999 and 1998, respectively, and has
capitalized this cost as part of land, buildings and amenities.
As permitted by an agreement, the Partnership also was charged the
following amounts from NTS Development Company for the six months ended
June 30, 1999 and 1998. These charges include items which have been
expensed as operating expenses - affiliated or professional and
administrative expenses - affiliated and items which have been capitalized
as other assets or as land, buildings and amenities.
1999 1998
--------------- ----------------
Administrative $ 124,492 $ 136,730
Leasing 117,956 101,051
Property manager 106,050 169,264
Other 15,351 7,656
-------- --------
$ 363,849 $ 414,701
======== ========
9. Sale of Asset Held for Sale or Development
------------------------------------------
On March 17, 1999, NTS-Properties V sold a portion of the University Phase
III vacant land to Orange County Florida for $216,648. Pursuant to a
contract executed on September 8, 1998, Silver City Properties, Ltd. ("the
Purchaser") will receive net condemnation proceeds of $145,824 at the
closing of the Phase III vacant land, less any amount received directly by
the Purchaser from the condemnation. See Note 10 for details of the sale
of the Phase III vacant land.
10. Commitments and Contingencies
-----------------------------
On September 8, 1998, NTS-Properties V entered into a contract with Silver
City Properties, Ltd. ("the Purchaser") for the sale of University Phase
III vacant land for $801,000. The contract provides the Purchaser with the
option to defer closing of the purchase of the Phase III vacant land until
the 18th month anniversary (April 2000) of the closing on the University
Phase I and II properties (Phase III Deferral Period). During the Phase
III deferral period the purchaser will have the right to use the parking
area and other improvements on the Phase III Property. Also during this
period, the Purchaser will be responsible for maintaining and shall bear
Seller's share of the cost of all maintenance and repairs necessary to
keep the Phase III property in good repair and condition from and after
Closing of the purchase of Phase I Property and Phase II Property, and for
Seller's portion of all real property taxes and assessments applicable to
the Phase III property accruing from and after Closing of the purchase of
the Phase I Property and Phase II Property (October 1998).
11. Subsequent Events
-----------------
On July 1, 1999, Gregory A. Wells was hired as Executive Vice President by
NTS Capital Corporation, General Partner of NTS-Properties Associates V,
the General Partner of NTS-Properties V. Mr. Wells will serve as the
senior Accounting and Financial Officer of NTS Capital Corporation.
-8-
<PAGE>
11. Subsequent Events - continued
-----------------------------
On July 1, 1999, NTS-Properties V contributed $1,737,000 to the L/U II
Joint Venture. The other partners in the Joint Venture did not make
capital contributions at that time. Accordingly, the ownership percentages
of the partners in the Joint Venture changed at that time. Effective July
1, 1999, NTS-Properties V's percentage ownership in the joint venture is
79.45%.
On July 23, 1999, the L/U II Joint Venture closed on the sale of 2.4 acres
of land adjacent to the Lakeshore Business Center for a purchase price of
$528,405, which was received in cash. The Partnership has a 79.45%
interest in the Joint Venture.
The proceeds from both of the transactions discussed above will be used to
fund the construction of Lakeshore Business Center Phase III.
12. Segment Reporting
-----------------
The Partnership's reportable operating segments include Residential and
Commercial real estate operations. The Residential operations represent
the Partnership's ownership and operating results relative to an apartment
complex known as the Willows of Plainview Phase II. The Commercial
operations represent the Partnership's ownership and operating results
relative to suburban commercial office space known as Commonwealth
Business Center Phase II and Lakeshore Business Center Phase I and II.
Commercial operations for the period ending June 30, 1998 include
University Business Centers Phases I and II which were sold October 6,
1998.
The financial information of the operating segments has been prepared
using a management approach, which is consistent with the basis and manner
in which the Partnership's management internally disaggregates financial
information for the purposes of assisting in making internal operating
decisions. The Partnership evaluates performance based on stand-alone
operating segment net income.
<TABLE>
<CAPTION>
Six Months ended June 30, 1999
RESIDENTIAL COMMERCIAL TOTAL
----------- ---------- -----
<S> <C> <C> <C>
Rental Income $ 619,955 $ 1,260,539 $ 1,880,494
Other Income -- 239 239
--------- ----------- ----------
Total Net Revenues 619,955 1,260,778 1,880,733
========= =========== ==========
Operating Expenses 194,784 459,425 654,209
Write-off of Unamortized
Building Improvements 24,899 -- 24,889
Amortization of Capitalized
Leasing Costs -- 3,323 3,323
Interest Expense 157,459 281,443 438,902
Management Fees 32,947 74,627 107,574
Real Estate Taxes 26,055 126,285 152,340
Depreciation Expense 96,051 277,692 373,743
--------- ----------- ----------
Net Income (Loss) $ 87,760 $ 37,983 $ 125,743
========= =========== ==========
</TABLE>
-9-
<PAGE>
12. Segment Reporting - continued
-----------------------------
<TABLE>
<CAPTION>
Six Months ended June 30, 1998
RESIDENTIAL COMMERCIAL TOTAL
----------- ---------- -----
<S> <C> <C> <C>
Rental Income $ 580,771 $ 2,661,617 $ 3,242,388
Other Income 3,306 11,085 14,391
--------- --------- ---------
Total Net Revenues 584,077 2,672,702 3,256,779
========= ========= =========
Operating Expenses 229,325 621,529 850,854
Write off of unamortized
building improvements -- -- --
Amortization of Capitalized
Leasing Costs -- 7,404 7,404
Interest Expense 169,101 447,654 616,755
Management Fees 29,204 161,688 190,892
Real Estate Taxes 26,464 228,130 254,594
Depreciation Expense 92,121 596,661 688,782
--------- --------- ---------
Net Income (Loss) $ 37,862 $ 609,636 $ 647,498
========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Three Months ended June 30, 1999
RESIDENTIAL COMMERCIAL TOTAL
----------- ---------- -----
<S> <C> <C> <C>
Rental Income $ 320,256 $ 639,452 $ 959,708
Other Income -- (17,525) (17,525)
--------- --------- ---------
Total Net Revenues 320,256 621,927 942,183
========= ========= =========
Operating Expenses 106,182 215,063 321,245
Write off of unamortized
building improvements 15,067 -- 15,067
Interest Expense 78,887 139,484 218,371
Management Fees 16,758 38,449 55,207
Real Estate Taxes 13,028 63,161 76,189
Depreciation Expense 48,371 139,820 188,191
--------- --------- ---------
Net Income (Loss) $ 41,963 25,950 $ 67,913
========= ========= =========
</TABLE>
-10-
<PAGE>
12. Segment Reporting - continued
-----------------------------
<TABLE>
<CAPTION>
Three Months ended June 30, 1998
RESIDENTIAL COMMERCIAL TOTAL
----------- ---------- -----
<S> <C> <C> <C>
Rental Income $ 287,591 $ 1,367,612 $ 1,655,203
Other Income 1,703 5,408 7,111
--------- ---------- ---------
Total Net Revenues $ 289,294 $ 1,373,020 $ 1,662,314
========= ========== =========
Operating Expenses 116,847 300,717 417,564
Write off of unamortized
building improvements -- -- --
Amortization of Capitalized
Leasing Costs -- 3,703 3,703
Interest Expense 81,858 221,080 302,938
Management Fees 14,456 82,812 97,268
Real Estate Taxes 13,373 102,423 115,796
Depreciation Expense 46,215 277,020 323,235
--------- ---------- ---------
Net Income (Loss) $ 16,545 $ 385,265 $ 401,810
========= ========== =========
</TABLE>
A reconciliation of the totals reported for the operating segments to the
applicable line items in the consolidated financial statements for the three
months and the six months ended June 30, 1999 and 1998 is necessary given
amounts recorded at the Partnership level and not allocated to the operating
properties for internal reporting purposes.
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1999 1998
---- ----
NET REVENUES
<S> <C> <C>
Total revenues for reportable segments $1,880,733 $ 3,256,779
Other income for partnership 160,612 189,303
Eliminations (77,826) (182,115)
--------- ---------
Total consolidated net revenues $1,963,519 $ 3,263,967
========= =========
OPERATING EXPENSES
Total operating expenses for reportable
segments $ 654,209 $ 850,854
Operating expenses for partnership 6,851 --
--------- ---------
Total operating expenses $ 661,060 $ 850,854
========= =========
INTEREST EXPENSE
Total interest expense for reportable
segments $ 438,902 $ 616,755
Interest expense for partnership -- 232,807
--------- ---------
Total interest expense $ 438,902 $ 849,562
========= =========
REAL ESTATE TAXES
Total real estate taxes for reportable
segments $ 152,340 $ 254,594
Real estate taxes for partnership 14,897 13,319
--------- ---------
Total real estate taxes $ 167,237 $ 267,913
========= =========
DEPRECIATION AND AMORTIZATION
Total depreciation and amortization
for reportable segments $ 373,743 $ 688,782
Depreciation and amortization for partnership 6,917 99,431
Eliminations 15,492 6,146
--------- ---------
Total depreciation and amortization $ 396,152 $ 794,359
========= =========
NET INCOME (LOSS)
Total net income (loss) for reportable
segments $ 125,743 $ 647,498
Net income (loss) for partnership (59,560) (329,925)
Eliminations (93,318) (188,262)
--------- ---------
Total net income (loss) $ (27,135) $ 129,311
========= =========
</TABLE>
-11-
<PAGE>
12. Segment Reporting - continued
-----------------------------
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1999 1998
---- ----
NET REVENUES
<S> <C> <C>
Total revenues for reportable segments $ 942,183 $1,662,314
Other income for partnership 101,135 168,340
Eliminations (45,080) (165,063)
------- ---------
Total consolidated net revenues $ 998,238 $1,665,591
======= =========
OPERATING EXPENSES
Total operating expenses for reportable
segments $ 321,245 $ 417,564
Operating expenses for partnership 6,852 --
------- ---------
Total operating expenses $ 328,097 $ 417,564
======= =========
INTEREST EXPENSE
Total interest expense for reportable
segments $ 218,371 $ 302,938
Interest expense for partnership -- 116,808
------- ---------
Total interest expense $ 218,371 $ 419,746
======= =========
REAL ESTATE TAXES
Total real estate taxes for reportable
segments $ 76,189 $ 115,796
Real estate taxes for partnership 8,512 6,659
------- ---------
Total real estate taxes $ 84,701 $ 122,455
======= =========
DEPRECIATION AND AMORTIZATION
Total depreciation and amortization for
reportable segments $ 188,191 $ 323,235
Depreciation and amortization for
partnership 3,459 49,715
Eliminations 7,746 3,074
------- ---------
Total depreciation and amortization $ 199,396 $ 376,024
======= =========
NET INCOME (LOSS)
Total net income (loss) for reportable
segments $ 67,913 $ 401,810
Net income (loss) for partnership (12,630) (92,252)
Eliminations (52,827) (168,135)
------- ---------
Total net income (loss) $ 2,456 $ 141,423
======= =========
</TABLE>
-12-
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
Management's Discussion and Analysis of Financial Condition and Results of
Operations is structured in four major sections. The first section provides
information related to occupancy levels and rental and other income generated by
the Partnership's properties. The second analyzes results of operations on a
consolidated basis. The final sections address consolidated cash flows and
financial condition. Discussion of certain market risks also follow.
Management's analysis should be read in conjunction with the financial
statements in Item 1 and the cautionary statements below.
Cautionary Statements
- ---------------------
Some of the statements included in Item 2, Management's Discussion and Analysis
of Financial Condition and Results of Operations, may be considered to be
"forward-looking statements" since such statements relate to matters which have
not yet occurred. For example, phrases such as "the Partnership anticipates",
"believes" or "expects" indicate that it is possible that the event anticipated,
believed or expected may not occur. Should such event not occur, then the result
which the Partnership expected also may not occur or occur in a different
manner, which may be more or less favorable to the Partnership. The Partnership
does not undertake any obligations to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect any
future events or circumstances.
Any forward-looking statements included in Management's Discussion and Analysis
of Financial Condition and Results of Operations, or elsewhere in this report,
which reflect management's best judgement based on factors known, involve risks
and uncertainties. Actual results could differ materially from those anticipated
in any forward-looking statements as a result of a number of factors, including
but not limited to those discussed below. Any forward-looking information
provided by the Partnership pursuant to the safe harbor established by recent
securities legislation should be evaluated in the context of these factors.
The Partnership's principal activity is the leasing and management of commercial
office buildings, business centers and an apartment complex. If a major
commercial tenant or a large number of apartment lessees default on their
leases, the Partnership's ability to make payments due under its debt
agreements, payment of operating costs and other partnership expenses would be
directly impacted. A lessee's ability to make payments are subject to risks
generally associated with real estate, many of which are beyond the control of
the Partnership, including general or local economic conditions, competition,
interest rates, real estate tax rates, other operating expenses and acts of God.
Results of Operations
- ---------------------
The occupancy levels at the Partnership's properties as of June 30 were as
follows:
1999 (1) 1998
-------- ----
Wholly-owned Properties
- -----------------------
Commonwealth Business Center Phase II 84% 77%
University Business Center Phase I (3) N/A 100%
Property Owned in Joint Venture
- -------------------------------
with NTS-Properties IV (Ownership
- ---------------------------------
% at June 30, 1999)
- -------------------
The Willows of Plainview Phase II (90%) 95% 83%
Properties Owned Through Lakeshore/
- -----------------------------------
University II Joint Venture (L/U II
- -----------------------------------
Joint Venture) (Ownership % at June
- -----------------------------------
30, 1999)
- ---------
Lakeshore Business Center Phase I (69%)(2) 71% 94%
Lakeshore Business Center Phase II (69%)(2) 86% 92%
University Business Center Phase II(69%)(3) N/A 90%
-13-
<PAGE>
Results of Operations - continued
- ---------------------------------
(1) Current occupancy levels are considered adequate to continue the
operation of the Partnership's properties.
(2) In the opinion of the General Partner of the Partnership, the decrease
in period ending occupancy is only a temporary fluctuation and does not
represent a permanent downward occupancy trend.
(3) Represents ownership percentage as of June 30, 1998. On October 6, 1998,
University Business Center Phases I and II were sold.
Average occupancy levels at the Partnership's properties during the three months
and six months ended June 30, were as follows:
Three Months Six Months
Ended June 30, Ended June 30,
1999 1998 1999 1998
---- ---- ---- ----
Wholly-owned Properties
- -----------------------
Commonwealth Business Center Phase II 79% 77% 79% 77%
University Business Center Phase I (2) N/A 100% N/A 100%
Property Owned in Joint Venture with
- ------------------------------------
NTS-Properties IV (Ownership % at June
- --------------------------------------
30, 1999)
- ---------
The Willows of Plainview Phase II (90%) 96% 83% 95% 84%
Property Owned Through Lakeshore/
- ---------------------------------
University II Joint Venture (L/U II
- -----------------------------------
Joint Venture) (Ownership % at June
- -----------------------------------
30, 1999)
- ---------
Lakeshore Business Center Phase I (69%)(1) 72% 93% 76% 94%
Lakeshore Business Center Phase II (69%)(1) 86% 95% 85% 97%
University Business Center Phase II (69%)(2) N/A 90% N/A 95%
(1) In the opinion of the General Partner of the Partnership, the decrease in
average occupancy is only a temporary fluctuation and does not represent
a permanent downward occupancy trend.
(2) Represents ownership percentage as of June 30, 1998. On October 6, 1998,
University Business Center Phases I and II were sold.
-14-
<PAGE>
Results of Operations - continued
- ---------------------------------
The rental and other income generated by the Partnership's properties for the
three months and six months ended June 30, 1999 and 1998 was as follows:
Three Months Six Months
Ended June 30, Ended June 30,
1999 1998 1999 1998
---- ---- ---- ----
Wholly-owned Properties
- -----------------------
Commonwealth Business Center
Phase II $146,257 $152,890 $295,348 $313,459
University Business Center
Phase I N/A (1) $389,899 N/A (1) $782,175
Property Owned in Joint Venture with
- ------------------------------------
NTS-Properties IV (Ownership % at
- ---------------------------------
June 30, 1999)
- --------------
The Willows of Plainview II (90%) $305,190 $289,293 $595,056 $584,077
Property Owned Through Lakeshore/
- ---------------------------------
University II Joint Venture
- --------------------------------
(L/U II Joint Venture)
- ------------------------
(Ownership % at June 30, 1999)
- ------------------------------
Lakeshore Business Center
Phase I (69%) $223,024 $255,375 $464,100 $577,177
Lakeshore Business Center
Phase II (69%) $270,173 $377,879 $501,138 $662,678
University Business Center
Phase II (69%) (2) N/A (1) $196,750 N/A (1) $337,172
(1) University Business Center Phases I and II were sold October 6, 1998
therefore there were no revenues generated for these properties for the
three months and six months ended June 30, 1999.
(2) Ownership percentage at June 30, 1998.
Revenues shown in the table above for properties owned through a joint venture
represent only the Partnership's percentage interest in those revenues.
The following is an analysis of material changes in results of operations for
the periods ending June 30, 1999 and 1998. Items that did not have a material
impact on operations for the periods listed above have been eliminated from this
discussion.
Rental income decreased approximately $695,300 or 42% and $1,361,900 or 42% for
the three months and six months ended June 30, 1999 as compared to the same
periods in 1998. The decrease is due primarily to the sale of University
Business Center Phases I and University Business Center Phase II in October
1998. Approximately $390,000 and $782,000 of revenues from University Business
Center Phase I and $197,000 and $337,000 from University Business Center Phase
II, respectively, were generated during the three months and six months ended
June 30, 1998. Also contributing to the decreases are decreases in average
occupancy and common area maintenance income at Lakeshore Business Center Phase
I and II.
Interest and other income includes interest income earned from short term
investments made by the Partnership with cash reserves. Interest income
increased approximately $28,000 and $61,400 for the three months and six months
ended June 30, 1999 as compared to the same periods in 1998 as a result of an
increase in cash reserves available for investment due to proceeds from the sale
of University Business Center Phases I and II.
Operating expenses decreased approximately $59,300 or 21% and $158,400 or 27%
for the three months and six months ended June 30, 1999 as compared to the same
periods in 1998 due primarily to the sale of University Business Center Phase I
and II in October 1998. The decrease is partially offset by increased property
maintenance fees and signage expense at Lakeshore Business Center Phase II.
Operating expenses - affiliated decreased $29,800 or 29% and $31,100 or 13% for
the three months and six months ended June 30, 1999 as compared to the same
periods in 1998. These decreases are primarily due to the sale of University
Business Center Phases I and II, offset by slightly higher leasing and property
management expenses at Commonwealth Business Center Phase II and Lakeshore
-15-
<PAGE>
Results of Operations - continued
- ---------------------------------
Business Center Phases I and II. Operating expenses - affiliated are expenses
incurred for services performed by NTS Development Company, an affiliate of the
General Partner.
The 1999 Write-off of unamortized building costs is due to the disposition of
property at The Willows of Plainview Phase II which was not fully depreciated.
Interest expense decreased approximately $201,400 or 48% and $410,700 or 48%
for the three months and six months ended June 30, 1999 as compared to the same
periods in 1998 as a result of the reduction in debt from the sale of University
Business Center Phases I and II and from regular principal payments.
Management fees are calculated as a percentage of cash collections; however,
revenue for reporting purposes is recorded on the accrual basis. As a result,
the fluctuations of revenues between periods will differ from the fluctuations
of management fee expense. The 43% decreases in management fees for the three
months and six months ended June 30, 1999 as compared to the same periods in
1998 is primarily due to the sale of University Business Center Phases I and II
in October 1998.
Real estate taxes decreased approximately $37,800 or 31% and $100,700 or 38% for
the three months and six months ended June 30, 1999 as compared to the same
periods in 1998 as a result of the sale of University Business Center Phases I
and II in October 1998.
Professional and administrative expenses increased approximately $20,100 or 57%
and $40,700 or 63% for the three months and six months ended June 30, 1999 as
compared to the same periods in 1998 primarily as a result of increased legal
fees relating to the Tender Offer discussed in Note 5.
Professional and administrative expenses - affiliated decreased $12,600 or 24%
and $22,900 or 21% for the three months and six months ended June 30, 1999 as
compared to the same periods in 1998. These decreases are primarily due to the
decreased salary expenses allocated from NTS Development Company following the
sales of University Business Center Phases I and II. Professional and
administrative expenses - affiliated are expenses incurred for services
performed by employees of NTS Development Company, an affiliate of the General
Partner, on behalf of the Partnership.
Depreciation and amortization decreased approximately $176,600 or 47% and
$398,200 or 50% for the three months and six months ended June 30, 1999 as
compared to the same periods in 1998. The decrease is the result of the sale of
University Business Center Phases I and II in October 1998. Depreciation is
computed using the straight-line method over the estimated useful lives of the
assets which are 5-30 years for land improvements, 30 years for buildings, 5-30
years for building improvements and 5-30 years for amenities. The aggregate cost
of the Partnership's properties for Federal tax purposes is approximately
$27,526,096.
Consolidated Cash Flows and Financial Condition
- -----------------------------------------------
In the next 12 months, the Partnership expects the demand on future liquidity to
increase as a result of future leasing activity at Commonwealth Business Center
Phase II and Lakeshore Business Center Phases I and II. At this time, the future
leasing and tenant finish costs which will be required to renew the current
leases or obtain new tenants are unknown. It is anticipated that the cash flow
from operations and cash reserves will be sufficient to meet the needs of the
Partnership.
-16-
<PAGE>
Consolidated Cash Flows and Financial Condition - continued
- -----------------------------------------------------------
Cash flow provided by (used in):
1999 1998
---- ----
Operating activities $ 521,236 $ 1,063,275
Investing activities (61,005) (269,689)
Financing activities (1,803,071) (560,700)
--------- ----------
Net increase (decrease) in
cash and equivalents $(1,342,840) $ 232,886
========= ==========
Net cash provided by operating activities decreased approximately $542,000 or
51% for the six months ended June 30, 1999 as compared to the same period in
1998. The decrease was primarily driven by a decrease in net income from
operations as a result of the sale of University Business Center Phases I and II
in October 1998 and by changes in working capital accounts.
Net cash used in investing activities totaled $(61,005) and $(269,689) for the
six months ended June 30, 1999 and 1998, respectively. The decrease in cash used
in investing activities in 1999 was the result of decreased capital spending.
Net cash used in financing activities totaled $1,803,071 and $560,700 for the
six months ended June 30, 1999 and 1998, respectively. The increase in net cash
used in financing activities in 1999 was primarily the result of a $1,252,000
cash distribution paid to the Limited Partners in March 1999. Cash used for this
distribution came from the proceeds of the sale of University Business Center
Phases I and II in October of 1998.
The table below presents that portion of the distributions that represent a
return of capital on a Generally Accepted Accounting Principle basis for the six
months ended June 30, 1999. No distributions were made during the six months
ended June 30, 1998. These were funded by cash flow derived from operating
activities.
Cash
Net Income Distributions Return of
(Loss) Allocated Declared Capital
---------------- -------- -------
Limited Partners:
1999 $ (26,863) $ 1,252,275 $ 1,252,275
1998 -- -- --
General Partners:
1999 $ (272) $ 12,649 $ 12,649
1998 -- -- --
The Partnership has no material commitments for renovations or capital
improvements on existing properties as of June 30, 1999.
Pursuant to Section 16.4 of the Partnership's Amended and Restated Agreement of
Limited Partnership, the Partnership established an Interest Repurchase Reserve
in June 1996. During the years ended December 31, 1998, 1997 and 1996, the
Partnership funded $177,930, $0, and $99,900, respectively, to the reserve. For
the six months ended June 30, 1999, the Partnership funded $123,000 to the
Reserve. Through June 30, 1999, the Partnership has repurchased a total of 2,482
Units for $400,830 at a price ranging from $135 to $205 per Unit. The offering
price per Unit was established by the General Partner in its sole discretion and
-17-
<PAGE>
Consolidated Cash Flows and Financial Condition - continued
- -----------------------------------------------------------
does not purport to represent the fair market value or liquidation value of the
Units. Repurchased Units are retired by the Partnership, thus increasing the
percentage of ownership of each remaining limited partner investor. The Interest
Repurchase Reserve was funded from cash reserves. The balance in the reserve at
June 30, 1999 was $0.
On June 25, 1999, the Partnership commenced a Tender Offer to purchase up to
1,000 of the Partnership's limited partnership Units at a price of $167.50 per
Unit. Although the Partnership believes that this price is appropriate, the
price of $167.50 per Unit may not equate to the fair market value or the
liquidation value of the Unit as of the offering date. Approximately $192,500
($167,500 to purchase 1,000 Units plus approximately $25,000 for expenses
associated with administering the offer) is required to purchase all 1,000
Units. The offer states that the Partnership will purchase up to the first 1,000
Units tendered and will fund its purchases and its portion of the expenses from
cash reserves. Units acquired by the Partnership will be retired. The General
Partner, NTS-Properties Associates V, will not participate in the Tender Offer.
The Tender Offer will expire on August 31, 1999 unless extended.
On October 25, 1998, the Partnership and ORIG, LLC an affiliate of the
Partnership, (the "Offerors") commenced a Tender Offer to purchase up to 1,200
of the Partnership's limited Partnership Units at a price of $205 per Unit as of
the date of the Offering. The expiration date of the Offer was January 11, 1999.
A total of 2,458 Units were tendered and all Units tendered were accepted by the
Offerors. The Partnership repurchased 600 Units and ORIG, LLC purchased 1,858
Units at a total cost of $503,890.
On July 23, 1999, the L/U II Joint Venture closed on the sale of 2.4 acres of
land adjacent to the Lakeshore Business Center for a purchase price of $528,405.
The Partnership has a 79.45% interest in the Joint Venture at that date. The
Partnership expects to use the net proceeds from the sale of the land to help
fund the construction of Lakeshore Business Center Phase III as described below.
As of June 30, 1999 the L/U II Joint Venture intends to use the remaining 3.8
acres of the land it owns at the Lakeshore Business Center Development to
construct Lakeshore Business Center Phase III. Construction is expected to begin
during 1999. The construction cost is currently estimated to be $4,000,000 and
will be funded by a capital contribution from the Partnership and debt
financing. Construction will not begin until, in the opinion of the General
Partner, financing on favorable terms has been obtained. On June 30, 1999,
NTS-Properties V contributed capital of $1,737,000 to the L/U II Joint Venture
for the construction of the Lakeshore Business Center Phase III. At that time,
NTS-Properties Plus and NTS-Properties IV, were not in a position to contribute
additional capital required for the construction of Lakeshore Business Center
Phase III. NTS-Properties Plus and NTS-Properties IV agreed that NTS-Properties
V would make a capital contribution to the L/U II Joint Venture with the
knowledge that their Joint Venture interests would, as a result, decrease.
The following describes the efforts being taken by the Partnership to increase
the occupancy levels at the Partnership's properties. At Commonwealth Business
Center Phase II, the leasing and renewal negotiations are handled by leasing
agents, employees of NTS Development Company, located in Louisville, Kentucky.
The leasing agents are located in the same city as the property. All advertising
is coordinated by NTS Development Company's marketing staff located in
Louisville, Kentucky. The leasing and renewal negotiations at Lakeshore Business
Center Phases I and II are handled by a leasing agent, an employee of NTS
Development Company, located at the Lakeshore Business Center development. At
The Willows of Plainview Phase II, the Partnership has an on-site leasing staff,
employees of NTS Development Company, who handle all on-site visits from
potential tenants, make visits to local companies to promote fully furnished
units, negotiate lease renewals with current residents and coordinate all local
advertising with NTS Development Company's marketing staff.
Leases at the Partnership's commercial properties provide for tenants to
contribute toward the payment of common area expenses, insurance and real estate
-18-
<PAGE>
Consolidated Cash Flows and Financial Condition - continued
- -----------------------------------------------------------
taxes. Leases at the Partnership's Florida commercial properties also provide
for rent increases which are based upon increases in the consumer price index.
These lease provisions, along with the fact that residential leases are
generally for a period of one year, should protect the Partnership's operations
from the impact of inflation and changing prices.
Year 2000
- ---------
All divisions of NTS Corporation, including NTS-Properties Associates V, the
General Partner of the Partnership, are reviewing the effort necessary to
prepare NTS' information systems (IT) and non-information technology with
embedded technology (ET) for the Year 2000. The information technology solutions
have been addressed separately for the Year 2000 since the Partnership saw the
need to move to more advanced management and accounting systems made available
by new technology and software developments during the decade of the 1990's.
The PILOT software system, purchased in the early 1990's, is being replaced by a
windows-based network system both for NTS' headquarters functions and other
locations. The real estate accounting system developed, sold, and supported by
the Yardi Company of Santa Barbara, California will replace PILOT. The Yardi
system has been tested and is compatible with Year 2000 and beyond. This system
is being implemented with the help of third party consultants and should be
fully operational by the third quarter of 1999. NTS' system for multi-family
apartment locations was converted to GEAC's Power Site System earlier in 1998
and is Year 2000 compliant.
The few remaining systems not addressed by these conversions are being modified
by the company's in-house staff of programmers. The Hewlett Packard 3000 system,
used for PILOT and custom applications, was purchased in 1997 and will be part
of the new network. It will be retained as long as necessary to assure smooth
operations and has been upgraded to meet Year 2000 requirements.
All risks identified with information technology are believed to be addressed by
these plans.
The cost of these advances in NTS' systems technology is not all attributable to
the Year 2000 issue since NTS had already identified the need to move to a
network based system regardless of the Year 2000. The Partnership's share of the
costs involved will be approximately $50,000 during 1999. Costs incurred through
December 31, 1998 were approximately $10,000. These costs include primarily
hardware and software.
NTS property management staff has been surveying its vendors to evaluate
embedded technology in its alarm systems, HVAC controls, telephone systems and
other computer associated facilities. In a few cases, equipment is being
replaced. In some cases circuitry is being upgraded. The cost involved is still
being evaluated. There are no known significant risks that are currently without
solutions. Management anticipates that applications involving ET will be Year
2000 compliant by the third quarter of 1999.
NTS is also currently addressing the Year 2000 readiness of third parties whose
business interruption could have a material negative impact on its business. All
significant vendors and tenants have indicated that they will be compliant by
the end of 1999. Such assurances are being evaluated and documented.
Management has determined that at its current state of readiness, the need does
not presently exist for a contingency plan. NTS will continue to evaluate the
need for such a plan.
Despite diligent preparation, unanticipated third-party failures, inability of
NTS tenants to pay rent when due, more general public infrastructure failures or
failure to successfully conclude NTS remediation efforts as planned could have a
material adverse impact on NTS results of operations, financial conditions
and/or cash flows in 1999 and beyond.
-19-
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- -------------------------------------------------------------------
Our primary market risk exposure with regards to financial instruments is
changes in interest rates. All of the Partnership's debt bears interest at a
fixed rate. At June 30, 1999, a hypothetical 100 basis point increase in
interest rates would result in an approximately $275,000 decrease in the fair
value of the debt.
-20-
<PAGE>
PART II. OTHER INFORMATION
3. Defaults upon Senior Securities
-------------------------------
None
5. Other Information
-----------------
In anticipation of retirement, Mr. Richard Good, the Vice Chairman and
former President of NTS Capital Corporation and NTS Development Company,
has begun to decrease his responsibilities with the Partnership and its
affiliates. In conjunction with Mr. Good's decreased responsibilities,
Mr. Brian Lavin was appointed President and Chief Operating Officer of
NTS Development Company and NTS Capital Corporation in February, 1999.
6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K
None.
Items 1, 2 and 4 are not applicable and have been omitted.
-21-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, NTS-Properties V has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
NTS-PROPERTIES V, a Maryland Limited
------------------------------------
Partnership
-----------
(Registrant)
By: NTS-Properties Associates V,
General Partner
By: NTS Capital Corporation,
General Partner
/s/ Gregory A. Wells
-------------------------------------
Gregory A. Wells
Executive Vice President
of NTS Capital Corporation
Date: September 2, 1999
-22-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF JUNE 30, 1999 AND FROM THE STATEMENT OF OPERATIONS FOR THE SIX
MONTHS ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 3,459,136
<SECURITIES> 0
<RECEIVABLES> 130,881
<ALLOWANCES> 4,790
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 14,686,418
<DEPRECIATION> 0<F2>
<TOTAL-ASSETS> 20,502,886
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 11,110,349
0
0
<COMMON> 0
<OTHER-SE> 8,745,879
<TOTAL-LIABILITY-AND-EQUITY> 20,502,886
<SALES> 1,880,494
<TOTAL-REVENUES> 1,963,519
<CGS> 0
<TOTAL-COSTS> 1,551,752
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 438,902
<INCOME-PRETAX> (27,135)
<INCOME-TAX> 0
<INCOME-CONTINUING> (27,135)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (27,135)
<EPS-BASIC> 0
<EPS-DILUTED> 0
<FN>
<F1>THE PARTNERSHIP HAS AN UNCLASSSIFIED BALANCE SHEET, THEREFORE THE VALUE IS
$0.
<F2>THIS INFORMATION IS NOT DISCLOSED IN THE PARTNERSHIP'S FORM 10-Q FILING.
</FN>
</TABLE>
